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DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF
PT PETRINDO JAYA KREASI TBK (THE “COMPANY”)
IN CONNECTION WITH THE SHARES ACQUISITION PLAN OF PT PETROSEA TBK (“PTRO”)
BY PT KREASI JASA PERSADA (“KJP”) WHICH CLASSIFIES AS MATERIAL TRANSACTION AS REFERRED TO
IN FINANCIAL SERVICES AUTHORITY REGULATION NO. 17/POJK.04/2020 ON MATERIAL TRANSACTION
AND CHANGES IN BUSINESS ACTIVITIES (“OJK REGULATION 17/2020”)
The Company’s Board of Commissioners and Board of Directors, either individually or jointly, are fully responsible for the
completeness and accuracy of the information or material facts disclosed in this Disclosure of Information. The Board of
Commissioners and Board of Directors declares the completeness of the information as disclosed in this Disclosure of Information
and after conducting careful observation, confirms that the information contained in this Disclosure of Information is accurate
and there are no material facts that are not disclosed or omitted in this Disclosure of Information to be incorrect and/or
misleading.
The information as stated in this Disclosure of Information is important to be read and considered by the Shareholders of the
Company. If you experience difficulties in understanding the information as set out in this Disclosure of Information, you should
consult with securities trading brokers, investment managers, legal counsels, public accountants, financial advisors or other
professionals.
PT PETRINDO JAYA KREASI TBK
Business Activities
Holding Company Activities, Management Consulting Services, and Coal Mining through Subsidiaries
Domiciled in Jakarta, Indonesia
Main Office
Wisma Barito Pacific Building, 3B Floor
Let. Jend. S. Parman Street Kav. 62-63
Jakarta 11410
Telp. (021) 5308520
Website www.petrindo.co.id
Email corsec@petrindo.co.id
This Disclosure of Information to Shareholders is published in connection with the acquisition of 342.925.700 shares or
approximately 34% shares of PTRO by KJP that is owned by PT Caraka Reksa Optima, with material value under OJK Regulation
17/2020 which requires the approval of the Company’s GMS.
This Disclosure of Information is published on 5 January 2024
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I. DEFINITION
“Securities Administration : The securities administration bureau of the Company.
Bureau”
“IDX” : The Indonesia Stock Exchange or PT Bursa Efek Indonesia.
“State Gazette” : The State Gazette of the Republic of Indonesia.
“CRO” or “Seller” : PT Caraka Reksa Optima, a limited liability company duly established
under the laws of the Republic of Indonesia and is domiciled in Jakarta.
“BOC” : A corporate organ that is tasked to conduct general and/or special
supervision in accordance with the articles of association and give advice
to the BOD.
“BOD” : A corporate organ that is entitled to be fully responsible for the
management of the company in its interest, in accordance with the
company’s purpose and objectives and represent the company, whether
in or outside of court in accordance with the provisions of its articles of
association.
“Shareholders Register” : The shareholders register of the Company.
“Disclosure of : This Disclosure of Information contains information relevant with the
Information” Proposed Transaction that is prepared to fulfill the provisions under OJK
Regulation 17/2020.
“KJP” or “Buyer” : PT Kreasi Jasa Persada, a limited liability company duly established under
the laws of the Republic of Indonesia and domiciled in Jakarta.
“KJPP” : Kusnanto & Partners, an Office of Public Appraisal Services (Kantor Jasa
Penilai Publik).
“Fairness Opinion Report” : Fairness Opinion Report No. 00002/2.0162-00/BS/05/0153/1/I/2024
dated 3 January 2024 on the Fairness Opinion of the Proposed
Transaction.
“Appraisal Report” : Appraisal Report No. 00001/2.0162-00/BS/05/0153/1/I/2024 dated 3
January 2024 on the Appraisal of 34.00% Shares of PT Petrosea Tbk, as
defined in Chapter VI.
“Public” : The Company’s Shareholder which owns less than 5% of the Company.
“MOLHR” : The Minister of Law and Human Rights of the Republic of Indonesia.
“Transaction Object” : The shares in amount of 342,925,700 that are being acquired by the
Company, which represents approximately 34% from all shares issued
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and paid-up in full within PTRO, as further disclosed in Chapter III of this
Disclosure of Information.
“Appraisal Object” : 342,925,700 shares which represents approximately 34% from the total
issued and paid-up capital of PTRO, as further diclosed in Chapter VI of
this Disclosure of Information.
“OJK” : The Financial Services Authority (Otoritas Jasa Keuangan), an
independent body as referred to in Law No. 21 of 2011 on the Financial
Services Authority as amended by the P2SK Law (“OJK Law”), that is
tasked and its authorities includes regulatory and supervision of financial
services in the sectors of banking, capital market, insurance, pension
fund, finance institutions and other institutions, as of 31 December 2012,
OJK is a body which replaces and assumes the rights and obligations to
conduct regulatory and supervisory functions of the Bapepam & LK in
accordance with the provisions under Article 55 of the OJK Law.
“Shareholders” : The parties which owns benefits of the Company’s shares, whether
scripted or scripless through collective escrow that is kept and
maintained in the securities account at the Central Securities Depository
or PT Kustodian Sentral Efek Indonesia, that is listed in the Company’s
Shareholders Register maintained by PT Datindo Entrycom as the
Company’s Securities Administration Bureau.
“Fairness Opinion” : The Fairness Opinion of the Proposed Transaction delivered by the KJPP,
as expressed in the Fairness Opinion Report.
“Company” : PT Petrindo Jaya Kreasi Tbk, a publicly listed limited liability company
domiciled in Jakarta.
“Public Company” : An issuer that has conducted its public offering of equity shares or a
public company.
“OJK Regulation 9/2018” : OJK Regulation No. 9/POJK.04/2018 on the Acquisition of a Public
Company.
“OJK Regulation 15/2020” : OJK Regulation No. 15/POJK.04/2020 on the Planning and
Implementation of a General Meeting of Shareholders of a Public
Company.
“OJK Regulation 17/2020” : OJK Regulation No. 17/POJK.04/2020 on Material Transaction and
Changes in Business Activities.
“OJK Regulation 42/2020” : OJK Regulation No. 42/POJK.04/2020 on Affiliated Transaction and
Conflict of Interest Transaction.
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“CSPA” : Conditional Sale and Purchase of Shares Agreement In Relation with the
Purchase of 34% Shares of PT Petrosea Tbk dated 7 November 2023,
between KJP and CRO.
“PTRO” : PT Petrosea Tbk, a publicly listed limited liability company, that was duly
established under the laws of the Republic of Indonesia and is domiciled
in South Tangerang.
“Proposed Transaction” : The proposed sale and purchase of PTRO shares by KJP, as disclosed in
Chapter II.
“Rupiah” or “Rp” or “IDR” : References to the valid currency of the Republic of Indonesia.
“GMS” : The General Meeting of Shareholders.
“EGMS” : The Extraordinary General Meeting of Shareholders.
“Additional State Gazette” : The Additional State Gazette of the Republic of Indonesia.
“USD” : United States Dollar or references to the valid currency of the United
States of America.
“Company Law” : Law No. 40 of 2007 on Limited Liability Company dated 16 August 2007,
as amended under Government Regulation in Lieu of Law No. 2 of 2022
on Job Creation (as stipulated under Law No. 6 of 2024 on the Stipulation
of Government Regulation in Lieu of Law No. 2 of 2022 as a Law), and its
subsequent implementing regulations.
“P2SK Law” : Law No. 4 of 2023 on the Development and Strengthening of the
Financial Sector.
II. RECITALS
This Disclosure of Information is made to provide an explanation to the public in relation with the plan of
which KJP intend to conduct a Proposed Transaction, which is the acquisition of 342,925,700 shares that
represents approximately 34% ownership of shares in PTRO that is listed under CRO’s name, as stipulated
in the CSPA.
KJP is a limited liability company controlled by the Company, in which the Company owns 99.98% of the
issued and paid-up capital of KJP.
The Proposed Transaction that would be conducted by KJP fulfills the threshold of material transaction
value as referred to in Article 3 paragraph (1) and (2) of OJK Regulation 17/2020, that is calculated based
on the Company’s consolidated financial statement dated 30 September 2023 which has undergone a
limited review and PTRO’s audited financial statement for the period ending on 30 September 2023,
where:
(a) the Proposed Transaction value reaches 52% of the Company’s equity;
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(b) the total assets of PTRO, when divided with the total assets of the Company, reaches 496%;
(c) the net profits of PTRO, when divided with the Company’s net profits, reaches 102%; and
(d) the income of PTRO, when divided with the Company’s income, reaches 395%.
Nonetheless, the Proposed Transaction is not an affiliated transaction and/or a conflict of interest
transaction as referred to under OJK Regulation 42/2020, due the fact that the parties involved in such
Proposed Transaction, KJP and CRO, does not have an affiliate relationship as referred to under OJK
Regulation 42/2020. Aside from the above, the Proposed Transaction does not raise any potential
implications on the Company’s business activities.
In accordance with Article 30 letter a of OJK Regulation 17/2020, in which a material transaction
conducted by a controlled company (in this case, KJP) that is not a public company or its financial
statement is consolidated with a public company (in this case, the Company), the Company as a publicly
listed company shall fulfill the procedures of a material transaction as stipulated under OJK Regulation
17/2020. Pursuant to Article 6 paragraph (1) of OJK Regulation 17/2020, the Company shall: (i) engage an
appraiser to determine the fairness value of the Transaction Object; (ii) announce a disclosure of
information to the Public and, along with other supporting documents, to the OJK simultaneously with
the GMS announcement, in which such GMS shall be held to obtain approval to conduct the Proposed
Transaction; and (iii) obtain a prior approval from the approval as the value of the Proposed Transaction
exceeds the threshold stipulated under Article 3 paragraph (1) and (2) jo. Article 6 paragraph (1) letter d.1
of OJK Regulation 17/2020.
Therefore, the GMS approval in relation with the Proposed Transaction, in which is a material transaction
shall be requested through the Company’s EGMS, which is planned to be held on 12 February 2023 at
Wisma Barito Pacific, Lantai M, Jl. Let. Jend. S. Parman Kav. 62-63, Jakarta 11410. Further details on the
Company’s EGMS shall be further elaborated in Chapter VIII.
The Company has obtained (i) a fair value of the transaction object based on Appraisal Report No.
00001/2.0162-00/BS/05/0153/1/I/2024 dated 3 January 2024; and (ii) fairness of the Proposed
Transaction from the KJPP under Fairness Opinion Report No. 00002/2.0162-00/BS/05/0153/1/I/2024
dated 3 January 2024.
In connection with the above and to fulfill the provisions of OJK Regulation 17/2020, the BOD of the
Company hereby announces this Disclosure of Information to provide information to the Company’s
Shareholders of the Proposed Transaction that shall be conducted by the Company, through KJP, in which
such Proposed Transaction shall be effective once all the conditions precedent as set forth in the CSPA
has been fulfilled.
Aside from what has been disclosed in this Disclosure of Information, there are no other regulations that
must be satisfied other than OJK Regulation 17/2020 and has not obtained any approval from the
government, agency, or any other institution required to be obtained by KJP in relation with the execution
of the Proposed Transaction.
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III. DESCRIPTION OF THE TRANSACTION
A. OBJECT AND VALUE OF THE TRANSACTION
Acquisition of 342,925,700 shares representing approximately 34% of all issued and paid-up
capital in PTRO ("Transaction Object"). Brief description of PTRO which becomes the target
company can be referred to Chapter IV of this Disclosure of Information.
The total value of the Proposed Transaction is IDR940,000,000,000 as further explained in Section
B below.
B. BRIEF DESCRIPTION OF THE PROPOSED TRANSACTION
In relation to the Proposed Transaction, KJP and CRO have executed CSPA on 7 November 2023.
The following is a brief description of the main provisions as stipulated in CSPA:
Title of the Agreement : CSPA
Parties : 1. KJP as buyer; and
2. CRO as seller.
Object of Sale and : 342.925.700 shares owned by CRO which representing approximately
Purchase 34% of all issued and paid-up capital in PTRO.
Purchase Price : IDR940,000,000,000
Payment Method : Payment will be made by KJP to CRO by transferring funds to CRO's bank
account.
Conditions Precedent : Buyer’s Conditions:
Buyer has fully conducted due diligence on PTRO in accordance with
the provisions of the CSPA.
Buyer has fulfilled the material transaction procedure as required by
Article 6 OJK Regulation 17/2020, including obtaining GMS approval
from the Company.
Seller’s Conditions:
Seller has obtained the required approvals under laws and
regulations, including the approval of the Seller's shareholders.
Covenants : The Seller shall assist the Buyer to ensure the Buyer become the
controller of PTRO.
Deadline of Conditions : 31 March 2024
Fulfillment
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Governing Law : Law of the Republic of Indonesia.
Dispute Resolution : Arbitration through the Indonesian National Arbitration Board.
C. INFORMATION ABOUT THE PARTIES TO THE TRANSACTION
C.1. KJP as Buyer
C.1.1 Brief History of KJP
KJP, domiciled in West Jakarta, is a limited liability company established and regulated under the
laws of Republic of Indonesia. KJP was established based on Deed of Establishment No. 3 dated 3
August 2023, made before Suharyo Adi Nugroho, S.H., M.Kn., M.H., Notary in Karawang Regency,
which has been approved by the MOLHR based on Decree No. AHU-0056910.AH.01.01.TAHUN
2023 dated 4 August 2023 and has been registered in the company register at the MOLHR No.
AHU-0149318.AH.01.11.TAHUN 2023 dated 4 August 2023 (“Establisment Deed of KJP”).
As of the date of this Disclosure of Information, the latest KJP’s articles of association is as
contained in the Establishment Deed of KJP (“AOA of KJP”).
KJP has its office at Wisma Barito Pacific Building, 3B Floor, Let. Jend. S. Parman Street Kav. 62-63,
Palmerah, Jakarta 11410, Indonesia.
C.1.2 Business Activities of KJP
Based on Article 3 AOA of KJP, KJP's scope of activitiy is to engage in Other Mining and Quarrying
Support Activities.
C.1.3 Capital Structure and Shareholders Composition of KJP
Based on the Establishment Deed of KJP, the capital structure and shareholders composition of
KJP are as follows:
Nominal Value IDR1.000.000 per share
%
DESCRIPTION NUMBER OF NOMINAL AMOUNT
SHARES (in Rupiah)
AUTHORIZED CAPITAL 15,000 15,000,000,000 -
ISSUED AND PAID UP CAPITAL
1. Company 4,999 4,999,000,000 99.98
2. PT Tamtama Perkasa 1 1,000.000 0.02
Total of Issued and Paid Up Capital 5,000 5,000,000,000 100.000
SHARES IN PORTOFOLIO 10,000 10,000,000,000 -
C.1.4 BOD and BOC of KJP
Based on the Establishment Deed of KJP, the composition of KJP’s BOD and BOC on the date of
this Disclosure of Information issuance are as follows:
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BOD
President Director : Michael
Director : Diana Arsiyanti
BOC
Commissioner : Erwin Ciputra
C.2. CRO as Seller
C.2.1 Brief History of CRO
CRO, domiciled in North Jakarta, is a limited liability company established and regulated under
the laws of Republic of Indonesia. CRO was established based on Deed of Establishment No. 16
dated 29 September 2021, made before Riflein Narwis, S.H., M.Kn., Notary in Karawang, which
has been approved by MOLHR based on Decree No. AHU-0061334.AH.01.01.TAHUN 2021 dated
30 September 2021 has been registered in the company register at the MOLHR No. AHU-
0168990.AH.01.11.TAHUN 2021 dated 30 September 2021 (“Establishment Deed of CRO”).
As of the date of this Disclosure of Information, the Establishment Deed of CRO which containes
articles of association has been amended several times as last amended by Deed 84 No. 25
Oktober 2023, made before Ungke Mulawanti, S.H., M.Kn., Notary in Bekasi Regency, which has
been notified to and accepted by the MOLHR based on Notification Receipt on the Change of
Articles of Association No. AHU-AH.01.09-0182112 dated 7 November 2023, also has been
registered in the company register of MOLHR No. AHU-0222917.AH.01.11.TAHUN 2023 dated 7
November 2023 (“AOA of CRO”).
CRO has its office at Office Park Thamrin Residence, Blok A01-05, Jl. Thamrin Boulevard, Kelurahan
Kebon Melati, Kecamatan Tanah Abang, Central Jakarta, DKI Jakarta.
C.2.2 Business Activities of CRO
Based on Article 3 AOA of CRO, CRO's scope of activities are to engage in Financial and Insurance
Activities and Professional, Scientific and Technical Activities.
C.2.3 Capital Structure and Shareholders Composition of CRO
Based on Statement of Shareholders Resolutions Deed No. 84 dated 25 October 2023, made
before Ungke Mulawanti, S.H., M.Kn., Notary in Bekasi Regency, which has been notified to
MOLHR as proven by Notification Receipt on the Change of Company Data No. AHU-AH.01.09-
0182112 dated 7 November 2023, the capital structure and shareholders composition of CRO are
as follows:
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Nominal Value IDR1,000,000 per share
DESCRIPTION NOMINAL AMOUNT %
NUMBER OF SHARES
(in Rupiah)
AUTHORIZED CAPITAL 10,100 10,100,000,000 -
ISSUED AND PAID UP CAPITAL
1. PT Sentosa Bersama Mitra 8,456 8,456,000,000 83.72
2. PT Dua Usaha Karya negeri 1,369 1,369,000,000 13.56
3. PT Khasanah Kinarya Bersama 275 275,000,000 2.72
Total of Issued and Paid Up Capital 10,100 10,100,000,000 100.00
SHARES IN PORTOFOLIO - - -
C.2.4 BOD and BOC of CRO
Based on Deed No. 52 dated 12 October 2023, made before Ungke Mulawanti, S.H., M.Kn., Notary
in Bekasi Regency, and has been notified to MOLHR as proven by Notification Receipt on the
Change of Company Data No. AHU-AH.01.09-0173020 dated 12 October 2023, the composition of
CRO’s BOD and BOC on the date of this Disclosure of Information issuance are as follows:
BOD
Director : Ogi Rulino
BOC
Commissioner : M. Oka Lesmana Firdauzi
D. OTHER ADDITIONAL INFORMATION
The Proposed Transaction will also fulfill the provisions regarding mandatory tender offer as
stipulated in POJK 9/2018 ("MTO"). In connection with further announcements related to the
plan, implementation period, implementation price, and other related information, including the
procedures for implementation, the Company will announce and carry out in accordance with the
procedures stipulated in POJK 9/2018.
IV. DESCRIPTION OF PTRO AS THE TARGET COMPANY
1. Brief History of PTRO
PTRO, domiciled in South Tangerang, is a limited liability company duly established and pursuant
to the laws of the Republic of Indonesia. PTRO was established under the name PT Petrosea
International Indonesia, based on the Deed No. 75 dated 21 February 1972, made before Djojo
Muljadi, S.H., Notary in Jakarta, which has been ratified by the Minister of Justice of the Republic
of Indonesia (currently the MOLHR) by virtue of its Decree No. Y.A.5/51/17 dated 30 November
1972, registered to the Registry Office of the Central Jakarta District Court under No. 3236 dated
7 December 1972 and published in the State Gazette No. 12 dated 9 February 1973, Supplement
to the State Gazette No. 96 (“Establishment Deed of PTRO”).
Up to the date of this Disclosure of Information, the Establishment Deed of PTRO which consists
of the articles of association of PTRO has been amended several times as lastly amended by the
Deed No. 29 dated 26 October 2022, made before Syarifudin, S.H., Notary in Tangerang, which
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has been approved by the MOLHR by virtue of its Decree No. AHU-0078346.AH.01.02.Tahun 2022
dated 28 October 2022 and has been notified to and received by the MOLHR based on (i) the
Notification Receipt on the Change of Articles of Association No. AHU-AH.01.03-0307673 dated
28 October 2022 and (ii) the Notification Receipt on the Change of Company Data No. AHU-
AH.01.09-0070733 dated 28 October 2022, and has been registered in the company register at
the MOLHR under No. AHU-0216938.AH.01.11.Tahun 2022 dated 28 October 2022 (“Deed No.
29/2022”).
The Establishment Deed of PTRO and the Deed No. 29/2022 including the amendments
hereinafter referred to as the “AOA of PTRO”.
PTRO has its head office at Indy Bintaro Office Park, Gedung B, Jl. Boulevard Bintaro Jaya Blok
B7/A6 Sektor VII, CBD Bintaro Jaya, Pondok Jaya Sub-district, Pondok Aren District, South
Tangerang.
2. Business Activities of PTRO
The purpose and objectives and business activities of PTRO as referred to in the Article 3 of the
AOA of PTRO are engaged in the construction, mining and excavating, manufacturing industry,
trading, transportation and warehousing, information and communication, professional, science
and technical activities, leasing and lease without option right activities, employment, and
education business activities.
3. Capital Structure and Shareholding Composition of PTRO
Based on the Deed No. 29/2022 and Shareholders Register of PTRO dated 30 November 2023
issued by PT Datindo Entrycom as the Securities Administration Bureau of PTRO, the capital
structure and Shareholding composition of PTRO are as follows:
Nominal Value of IDR50 per share
DESCRIPTION NOMINAL VALUE %
NUMBER OF SHARES
(in Rupiah)
Authorized Capital 4,034,420,000 201,721,000,000 -
Issued and Paid-up Capital
CRO 694,964,098 34,748,204,900 68.903
PT Sentosa Bersama Mitra 190,149,759 9,507,487,950 18.853
Public (others under 5%) 123,491,143 6,174,557,150 12.244
Amount of Issued and Paid-up Capital 1,008,605,000 50,430,250,000 100.00
Amount of Shares in the Portfolio 3,025,815,000 151,290,750,000 -
4. Composition of the BOD and BOC of PTRO
Based on the Deed No. 3 dated 4 December 2023, made before Shanti Indah Lestari, S.H., M.KN.,
Notary in Tangerang Regency and has been notified to MOLHR as proven by Notification Receipt
on the Change of Company Data No. AHU-AH.01.09-0197858 dated 19 December 2023, the
composition of the BOD and the BOC of PTRO on the date of the issuance of this Disclosure of
Information are as follows:
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BOD
President Director : Michael
Director : Kartika Hendrawan
Director : Ruddy Santoso
Director : Meinar Kusumastuti
Director : Iman Darus Hikhman
BOC
President Commissioner concurrently : Osman Sitorus
Independent Commissioner
Commissioner : Prof. Ginandjar Kartasasmita
Commissioner : Djauhar Maulidi, S.E., M.B.A.
Commissioner : Jenderal Pol (Purn.) Drs. Sutanto
Commissioner : Erwin Ciputra
Independent Commissioner : Setia Untung Arimuladi S.H., M.Hum.
V. EXPLANATIONS, CONSIDERATIONS, AND REASONS OF THE EXECUTION OF THE PROPOSED
TRANSACTION AND THE IMPACT OF THE PROPOSED TRANSACTION ON THE FINANCIAL CONDITION OF
THE COMPANY
1. Explanations, Considerations, and Reasons of the Execution of the Proposed Trasaction
The Proposed Transaction that will be executed by KJP is a long-term strategy of KJP as part of the
Company’s group aimed to increase the assets of KJP and the Company, expand the business
network, and as a part of the long-term business expansion plan of the Company’s group to
become an integrated mining and mining services company. In addition, the Proposed Transaction
is expected to improve the operational performance to become more efficient and effective by
integrating the operation and strengthen the business portfolio of KJP and the Company in the
coal, gold, nickel, gas mining sector, and fully operated infrastructure.
The Proposed Transaction is expected to give an additional value and positive support to the
Company’s performance entirely and to achieve the Company’s target in establishing the best
synergy that may strengthen the Company’s position as one of the companies engaging in the
integrated mining sector in Indonesia in which the aforementioned target is align with the
proposed growth of the Company in the mining, mining services sectors, and other activities
related to the mining activities.
2. The Impact of the Proposed Transaction on the Company’s Financial Condition
This proforma financial information is based on the historical consolidated financial statement of
the Company and subsidiaries dated 30 September 2023 and for the nine months ended on such
date that has been reviewed and the financial statement of PTRO dated 30 September 2023 and
for nine months ended on such date that has been audited, and the adjustment to represent the
effect of the transaction.
Below is the impact of the Proposed Transaction on the Company’s financial condition, that has
been expressed in the Independent Practitioner Assurance Report on the Compiled Consolidated
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Proforma Financial Information for the nine months period ended on 30 September 2023 which
has been reported by the Public Accountant Martinus Arifin, No. AP. 1241 of the Public Accounting
Firm Tanubrata Sutanto Fahmi Bambang & Rekan under the Report No. 001/2.P2304/MA.2/09.23
dated 3 January 2024, with the following summary:
Summary on the Proforma of the Consolidated Financial Position Report dated 30 September
2023
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[this remaining page is intentionally left blank / the profit or loss statement follows]
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Summary on Proforma of the Consolidated Profit or Loss Report and Other Comprehensive Income
for nine months ended on 30 September 2023
[the remaining page is intentionally left blank / the summary of appraisal report follows]
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VI. SUMMARY OF APPRAISAL REPORT REGARDING THE APPRAISAL OF THE TRANSACTION OBJECT AND
FAIRNESS OPINION
In connection with the Proposed Transaction, the Company has appointed KJPP as the official Office of
Public Appraisal Services based on the Finance Minister’s Decree No. 2.19.0162 dated 15 July 2019 and
registered as a capital market supporting profession of OJK under Registered Letter of Capital Market
Supporting Profession of OJK No. STTD.PB-01/PJ-1/PM.223/2023 (business appraiser), has been assigned
by the Company’s management to determine the market value of 34.00% of PTRO’s shares and fairness
opinion of the Proposed Transaction in accordance with the assignment letter KR/231025-001 dated 25
October 2023 which has been approved by the Company’s management .
A. Summary of Appraisal Report of the Transaction Object
The following is a summary of the appraisal report from KJPP KR of the Transaction Object as
outlined in the Appraisal Report No. 00001/2.0162-00/BS/05/0153/1/I/2024 dated 31 January
2024 (“Appraisal Report”) with the summary as follows:
A. 1 Transacted Parties
The transacted parties are KJP and CRO.
A. 2 Appraisal Object
The object of the appraisal is the market value of 34.00% of PTRO’s shares.
A. 3 Appraisal Objective
The objective of the appraisal is to obtain an independent opinion on the fair market value
of the Appraisal Object stated in Rupiah currency and/or its equivalent on 30 September
2023.
A. 4 Limiting Conditions and Major Assumptions
This appraisal was prepared based on the market and economic conditions, general
conditions of business and financial conditions as well as the government regulations
which remain valid until the issuance date of the Appraisal Report.
The Appraisal of Appraisal Object using discounted cash flow method is based on the
projected financial statements of PTRO, PT POSB Infrastructure Indonesia (“PII”), PT
Mahaka Industri Perdana (“MIP”), PT Kinarya Bangun Sesama (“KBS”), PT Karya Bhumi
Lestari (“KBL”), PT Kuala Pelabuhan Indonesia (“KPI”), and PT Cristian Eka Pratama (“CEP”)
prepared by the management of PTRO, PII, MIP, KBS, KBL, KPI, and CEP. In preparing the
financial statement projections, various assumptions were developed based on the
performance of PTRO, PII, MIP, KBS, KBL, KPI, and CEP in previous years and based on
management's future plans. KJPP had made adjustments to the projected financial
statements in order to more fairly describe the operating conditions and performance of
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PTRO, PII, MIP, KBS, KBL, KPI, and CEP assessed at the time of this appraisal. Overall, there
were not any significant adjustments made by KJPP to the performance targets of PTRO,
PII, MIP, KBS, KBL, KPI, and CEP which were assessed and have reflected their ability to be
achieved (fiduciary duty). KJPP was responsible for the implementation of the assessment
and fairness of financial statement projections based on the historical performance of
PTRO, PII, MIP, KBS, KBL, KPI, and CEP and PTRO management information on the
projected financial statements of PTRO, PII, MIP, KBS, KBL, KPI, and CEP. KJPP was also
responsible for PTRO’s appraisal report and final value conclusion
In this appraisal assignment, KJPP assumed the fulfillment of all conditions and obligations
of the Company. KJPP also assumed that from the date of appraisal until the date of
issuance of the appraisal report that there were not any changes that occurred which
might materially affect the assumptions used in the appraisal. KJPP was not responsible
for reaffirming or supplementing, updating KJPP’s opinion due to changes in assumptions
and conditions and events occurring after the date of this report.
In carrying out the analysis, KJPP assumed and relied on the accuracy, reliability, and
completeness of all financial information and other information provided to KJPP by the
Company and PTRO or publicly available which was essentially true, complete, and not
misleading and KJPP was not responsible for conducting an independent examination of
such information. KJPP also relied on assurances from the management of the Company
and PTRO that they did not know the facts which led to the information given to us to be
incomplete or misleading.
The appraisal analysis of the Appraisal Object was prepared using the data and
information as disclosed above. Any changes to such data and information might
materially affect the final result of KJPP’s opinion. KJPP was not responsible for changes
in the conclusion of KJPP’s appraisal nor for any loss, damage, cost, or expense caused by
non-disclosure of information causing the data obtained by KJPP to become incomplete
and/or can be misinterpreted.
Since the results of KJPP’s appraisal are highly dependent on the underlying data and
assumptions, changes in data sources and assumptions according to market data will
change the results of KJPP’s appraisal. Therefore, KJPP noted that changes to the data
used might affect the results of the appraisal and that the differences that occur might be
material. Although the contents of this appraisal report have been carried out in good
faith and in a professional manner, KJPP could not accept responsibility for the possibility
of differences in conclusions caused by additional analysis, the application of appraisal
results as a basis for conducting transaction analysis or changes in the data used as the
basis for appraisal. The appraisal report of the Appraisal Object represents a non-
disclaimer opinion and is an open-for-public report unless there is confidential
information in the report, which might affect the operations of the Company and PTRO.
KJPP’s work related to the appraisal of the Appraisal Object was not and could not be
interpreted in any form, a review or audit, or the performance of certain procedures on
financial information Such work was also not intended to reveal weaknesses in internal
control, errors or irregularities in financial statements, or violations of law. Furthermore,
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KJPP has also obtained information on the legal status of PTRO based on PTRO’s articles
of association.
A. 5 Appraisal Method
The appraisal method used in the appraisal of the Appraisal Object are the discounted
cash flow [DCF] method, the adjusted net asset method, and the guideline publicly traded
company method.
The discounted cash flow method was chosen considering that the business activities
carried out by PTRO, PII, MIP, KBS, KBL, KPI, and CEP in the future will still fluctuate in
accordance with estimates of the development of PTRO, PII, MIP, KBS, KBL, KPI, and CEP
businesses. In carrying out the appraisal using this method, the operations of PTRO, PII,
MIP, KBS, KBL, KPI, and CEP are projected in accordance with the estimation of the
business development of PTRO, PII, MIP, KBS, KBL, KPI, and CEP. The cash flows generated
based on the projections are converted to present value with a discount rate appropriate
to the level of risk. The value indication is the total present value of the cash flows.
In carrying out the appraisal using the adjusted net assets method, the value of all asset
and liability components must be adjusted to their market value, except for those
components that have already shown their market value (such as cash/bank or bank
debt). The overall market value of the company was then obtained by calculating the
difference between the market value of all assets (tangible and intangible) and the market
value of liabilities.
The comparative method of listed companies in the stock exchange was used in this
appraisal because although in the stock market of listed companies there was not any
information on similar companies with similar business scale and assets, it was estimated
that the existing stock data of listed companies could be used as comparative data on the
value of shares owned by PTRO, PII, MIP, KBS, KBL, and KPI.
The above appraisal approaches and methods were those that KJPP considered most
suitable to be applied in this assignment and had been agreed upon by the management
of the Company and PTRO. It is possible to apply other appraisal approaches and methods
that may provide different results.
Furthermore, the values obtained from each method are reconciled by weighting.
A. 6 Appraisal Conclusion
Based on the results of the analysis of all data and information that KJPP has received and
taking into account all relevant factors affecting the appraisal, in KJPP’s opinion, the
market value of the Appraisal Object as of 30 September 2023 is USD63.12 million.
B. Fairness Opinion on the Proposed Transaction
The following is a summary of the Fairness Opinion Report from KJPP on the Proposed
Transaction as set forth in the Fairness Opinion Report with the following summary:
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B. 1 Transacted Parties
The transacted parties are KJP and CRO.
B. 2 Transaction Object of the Fairness Opinion
The transaction object in the Fairness Opinion on the Proposed Transaction is a
transaction where KJP plans to acquire 342,925,700 PTRO shares from CRO, representing
34.00% of the entire capital and paid-up capital of PTRO, with a transaction value of
IDR940.00 billion.
B. 3 Purpose and Objective of the Fairness Opinion
The purpose and objective of the preparation of the Fairness Opinion Report on the
Proposed Transaction is to provide an overview to the BOD of the Company regarding the
fairness of the Proposed Transaction from a financial aspect and to fulfill the applicable
provisions, namely OJK Regulation 17/2020.
B. 4 Limiting Conditions and Major Assumptions
The Fairness Opinion analysis of the Proposed Transaction was prepared using the data
and information as disclosed above, such data and information of which KJPP has
reviewed. In performing the analysis, KJPP relied on the accuracy, reliability and
completeness of all financial information, information on the legal status of the Company
and other information provided to KJPP by the Company or publicly available and KJPP
are not responsible for the accuracy of such information. Any changes to such data and
information may materially influence the outcome of KJPP’s opinion. KJPP also relied on
assurances from the management of the Company and PTRO that they did not know the
facts which led to the information given to us to be incomplete or misleading. Therefore,
KJPP was not responsible for changes in the conclusion of KJPP’s Fairness Opinion due to
changes in such data and information.
The Company’s consolidated projected financial statements before and after the
Proposed Transaction was prepared by the Company’s management. KJPP has reviewed
the projected financial statements and those projected financial statements have
described the Company’s operating conditions and performance. Overall, there were not
any significant adjustments to be made to the Company’s performance targets.
KJPP did not perform an inspection on the Company’s fixed assets or facilities. In addition,
KJPP also did not give an opinion on the taxation impact of the Proposed Transaction. The
service that KJPP provided to the Company in relation to the Proposed Transaction merely
was the provision of the Fairness Opinion on the Proposed Transaction and not accounting
services, auditing or taxation. KJPP did not perform observation on the validity of the
Proposed Transaction from the legal aspect and the implication of taxation aspect. The
Fairness Opinion on the Proposed Transaction was only performed from economic and
financial aspects. The Fairness Opinion Report on the Proposed Transaction represented
a non-disclaimer opinion and was an open-for-public report unless there was confidential
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information on such report, which might affect the Company’s operations. Furthermore,
KJPP has also obtained information on the legal status of the Company and PTRO based
on the articles of association of the Company and PTRO.
KJPP's work relating to the Proposed Transaction was not and could not be interpreted in
any form, a review or audit, or the performance of certain procedures on financial
information. Such work was also not intended to reveal weaknesses in internal control,
errors or irregularities in financial statements, or violations of law. In addition, KJPP did
not have the authority and was not in a position to obtain and analyze a form of other
transactions outside the Proposed Transaction that existed and might be available to the
Company and the effect of these transactions on the Proposed Transaction.
This Fairness Opinion was prepared based on market and economic conditions, general
business and financial conditions, as well as the Government regulations related to the
Proposed Transaction on the issuance date of this Fairness Opinion.
In the preparation of this Fairness Opinion, KJPP applied several assumptions, such as the
fulfillment of all conditions and obligations of the Company and all parties involved in the
Proposed Transaction. The Proposed Transaction will be executed as described according
to a predetermined time period and the accuracy of information regarding the Proposed
Transaction which was disclosed by the Company’s management.
The Fairness Opinion should be viewed as a whole and the use of partial analysis and
information without considering other information and analysis as a whole may cause
misleading views and conclusions on the process underlying the Fairness Opinion. The
preparation of the Fairness Opinion was a complicated process and might not be possible
to perform through incomplete analysis.
KJPP also assumed that from the issuance date of the Fairness Opinion until the execution
date of the Proposed Transaction, there were no changes that could materially affect the
assumptions used in the preparation of this Fairness Opinion. KJPP are not responsible to
reaffirm or to supplement, or to update our opinion due to changes in assumptions and
conditions, as well as events occurring after the date of this report. The Calculation and
analysis in order to provide Fairness Opinion have been performed properly and KJPP are
responsible for the Fairness Opinion Report.
The conclusion of the Fairness Opinion is applicable for no changes that might materially
impact on the Proposed Transaction. Such changes include, but are not limited to, changes
in conditions both internally in the Company and externally on the market and economic
conditions, general conditions of business, trading and financial as well as Indonesian
government regulations and other related regulations after the issuance date of this
Fairness Opinion Report. Whenever after the issuance date of this Fairness Opinion
Report such changes occur, the Fairness Opinion on the Proposed Transaction might be
different.
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B. 5 The Approaches and Procedures of the Fairness Opinion on the Proposed Transaction
In evaluating the Fairness Opinion on the Proposed Transaction, KJPP had performed
analysis through the approaches and procedures of the Fairness Opinion on the Proposed
Transaction as follows:
1. Analysis of the Proposed Transaction;
2. Qualitative and quantitative analysis of the Proposed Transaction; and
3. Analysis on the fairness of the Proposed Transaction.
B. 6 Conclusion
Based on the scope of works, assumptions, data, and information acquired from the
Company’s management used in the preparation of the Fairness Opinion Report, a review
of the financial impact of the Proposed Transaction as disclosed in this Fairness Opinion
Report, therefore in KJPP opinion, the Proposed Transaction is fair.
VII. DECLARATION OF BOD AND BOC
1. The BOD declare that the Proposed Transaction does not constitute an affiliated transaction as
referred to in OJK Regulation 42/2020.
2. The BOD and the BOC, either jointly or individually, hereby declare that:
a. The Proposed Transaction is a material transaction as referred to in OJK Regulation
17/2020, but is not a conflict-of-interest transaction as referred to in OJK Regulation
42/2020; and
b. All material information has been disclosed and such information is not misleading.
VIII. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The Company has announced the notice of EGMS in accordance with OJK Regulation 15/2020 through IDX
website www.idx.co.id, eASY.KSEI platform and the Company’s website www.petrindo.co.id on 5 January
2024. The invitation to the EGM will be announced through the same media on 20 January 2024.
In accordance with the provisions of the prevailing laws and regulations, the Proposed Transaction will be
sought for approval at the EGMS of the Company which will be held at:
Day/Date : Monday, 12 February 2024
Time : 14.00 GMT+7 – finish
Place : Wisma Barito Pacific I, Floor M, Let. Jend. S. Parman Street Kav. 62 – 63, West Jakarta
11410
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The following are important dates in relation to the EGMS of the Company:
No. Description Schedule
1. Notification of EGMS Agenda to OJK 28 December 2023
2. Announcement of EGMS 5 January 2024
3. Announcement of Disclosure of Information 5 January 2024
4. Closing Date in DPS (Recording Date) 19 January 2024
5. Invitation to EGMS 20 January 2024
6. EGMS 12 February 2024
7. Announcement of EGMS Minutes Summary 15 February 2024
8. Submission of EGMS Minutes to OJK 15 February 2024
The EGMS Agenda relating to the Proposed Transaction is as follows:
1. Approval of the Company’s plan to conduct a material transaction as referred to in OJK Regulation
17/2020 in the form of an acquisition of 342,925,700 shares or approximately 34% of all shares
issued in PTRO, owned by CRO.
2. Delegation of authority to the BOD of the Company to take all necessary actions including
determining the terms and conditions related to, or for the purpose of, the Proposed Transaction
with due observance of the prevailing laws and regulations.
Shareholders who are entitled to attend the EGMS are Shareholders who are registered in the Company’s
DPS and or holders of securities sub-accounts at the close of stock trading on the IDX on 19 January 2024
or their representatives with a valid power of attorney.
Attendance and Resolutions Quorum of the EGMS
The attendance and resolution quorum of the Company’s EGMS will follow the provisions of the
Company’s Articles of Association and the provisions of Article 41 OJK Regulation 15/2020.
First EGMS:
The EGMS can be held if the EGMS is attended by more than 1/2 of the total number of shares with valid
voting rights.
Resolutions of the EGMS shall be valid if approved by more than 1/2 of the total number of shares with
valid voting rights present at the EGMS
Second EGMS:
In the event that the quorum at the first EGMS is not reached, the second EGMS may be held if the EGMS
is attended by more than 1/3 of the total number of shares with valid voting rights.
The resolution of the second EGMS shall be valid if approved by more than 1/3 of the total number of
shares with valid voting rights present at the second EGMS.
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Third EGMS:
In the event that the attendance quorum at the second EGMS is not achieved, the third EGMS may be
held provided that the third EGMS is valid and entitled to make decisions if attended by Shareholders with
valid voting rights, within the attendance quorum determined by OJK at the request of the Company.
This Disclosure of Information is related to the Proposed Transaction in accordance with the provisions of
OJK Regulation 17/2020, and has been announced through the IDX website (http://www.idx.co.id), the
eASY.KSEI platform and the Company’s website www.petrindo.co.id.
If this Proposed Transaction does not obtain approval from the EGMS, then the plan can only be
resubmitted 12 months after the EGMS.
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ADDITIONAL INFORMATION
Any Shareholders who need any additional information may contact the Company during business hours
at the following addresses:
Corporate Secretary
PT PETRINDO JAYA KREASI TBK
Wisma Barito Pacific Building, 3B Floor
Let. Jend. S. Parman Street Kav. 62-63, Jakarta 11410
Telp. (021) 5308520
Website www.petrindo.co.id
Email corsec@petrindo.co.id
23
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Raw output
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'object_text': '',
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'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
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'ticker': '',
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'valuation_date': None,
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